General Terms and Conditions

July 2019

1 GENERAL
1.1. These general terms and conditions are applicable to all Engagements between Connect Flow and its Clients. 
1.2. In these general terms and conditions:
(a) “Connect Flow”, “We” or “Us” mean Connect Flow International B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands with its registered office in Leiden and with the trade register of the Chamber of Commerce under number 73232114;
(b) “Client” or “You” mean any natural person or legal person who engage Connect Flow to provide services;
1.3. These general terms and conditions are available in English. Connect Flow is entitled to amend these general terms and conditions at any point in time. The most recent version of the general terms and conditions is accessible via Connect Flows’ website (https://connectflow.nl).

2 ENGAGEMENT 
2.1. The Engagement shall take effect as soon as we have received the written agreement regarding the Engagement duly signed by the Client and Connect Flow or we have received the written confirmation by the Client, except if article 2.3 below applies. 
2.2. At our first request you shall provide all information and documentation that we need in order to comply with our obligations under the Dutch Act on the prevention of money laundering and terrorist financing. We reserve the right to assess whether the identification and verification are in accordance with the above Act. 
2.3. The Engagement shall be deemed to have been established under these general terms and conditions as soon as we have started performing the Engagement at your request. 

3 YOUR OBLIGATIONS 
3.1. If an Engagement requires your cooperation, you shall provide us with all information and documents that we require for proper and timely execution of the Engagement and you shall do so on time and in the form and manner that we require. 
3.2. We shall perform the Engagement in due care on the basis of the information provided to us in respect of the Engagement, including any meetings that we hold with you or, at your request, with third parties. You undertake to ensure that the information you provide is correct and complete. You hereby agree that if we receive information from third parties in respect of the Engagement, we can assume, without any need for further verification, that this information is correct and complete. 
3.3. Any additional costs and damage or loss caused by a delay in the execution of the Engagement resulting from failure to make the requested information, facilities and/or staff available, or failure to do so on time or in the proper form, shall be for your account and risk. 

4 ENGAGING THIRD PARTIES
4.1. In providing the services, Connect Flow may engage third parties where this is desirable for the provision of the services. 
4.2. Connect Flow will confer with the Client as far as possible before engaging any third parties. Connect Flow does not accept any liability for any shortcomings on the part of such third parties.
4.3. The Client authorizes Connect Flow to accept – on the Client’s behalf – any limitations of liability of third parties.

5 CONFIDENTIALITY
5.1. Connect Flow and the Client shall keep the services confidential, as well as everything related to the Engagement or anything they become aware of in connection with the Engagement. 
5.2. Article 5.1 does not apply where disclosure is mandatory pursuant to the law or a binding decision of a court or a government body or, in the case of Connect Flow, where disclosure is desirable with a view to providing the services related to the Engagement.
5.3. Connect Flow shall retain its files and all documents and other data carriers it had at its disposal in connection with the Engagement during the statutory retention period. After this period, Connect Flow may destroy documents without notifying the Client.

6 INTELLECTUAL PROPERTY 
6.1. We reserve all intellectual property rights in relation to products that we use or have used and/or develop or have developed within the framework of the execution of the Engagement in respect of which we hold or can exercise copyrights or other intellectual property rights. 
6.2. You are explicitly prohibited from reproducing, publishing or using for commercial purposes, whether alone or involving third parties, those products, including working methods, opinions, contracts and model contracts, brands and logos and our other products, all in the broadest sense of the word. These products may not be reproduced and/or published and/or used for commercial purposes without our prior written consent. You have the right to reproduce the written documents for your own internal use insofar as this is in line with the purpose of the Engagement. This provision shall apply mutatis mutandis if the Engagement is terminated early. 

7 INVOICE AND PAYMENT
7.1. Our fees shall exclude VAT, any out-of-pocket expenses, any fees charged by third parties engaged by Connect Flow and other levies that are or may be imposed by government authorities. We shall reimburse the costs of any such out-of-pocket expenses, third-party fees, taxes and levies from you. 
7.2.If any pricing factors, such as salaries and/or rates, are subject to change between the start of the Engagement date and completion date of the Engagement, we shall have the right to adjust the previously agreed fee accordingly. 
7.3. All invoices issued by Connect Flow shall be paid within fourteen days of the invoice day. If an invoice is not paid within this period, Connect Flow has the right to charge, without further notice of default, interest on the unpaid amount at the statutory rate from the fifth day following the invoice date.
7.4. If Connect Flow takes debt collection measures to obtain payment from a defaulting client, the costs incurred on that account will be payable by the client, subject to a minimum of 10% of the outstanding bill.
7.5. Complaints about or objections to any amounts charged shall not suspend your obligation to pay. 

8 TERMINATION 
8.1. Either party has the right to terminate the Engagement in writing, with due observance of a reasonable notice period. 
8.2. Connect Flow may terminate the engagement by giving the Client fourteen days’ prior notice, or immediate notice if the Client does not pay the invoices.
8.3. If you decide to terminate the Engagement early, we shall be entitled to compensation for services already provided and for any costs that we reasonably have to incur as a result of the early termination of the Engagement (including costs relating to subcontracting). 
8.4. The provisions of the Engagement, which are intended, either expressly or tacitly, to remain in effect even after termination of the Engagement, shall have continued effect after the Engagement has been terminated and shall continue to bind the parties. 

9 LIABILITY 
Any and all liability of Connect Flow in respect of any work performed or to be performed by or on behalf of Connect Flow or otherwise relating to an Engagement given to Connect Flow, shall be limited to the lower amount of below (a) service fees paid out to Connect Flow in that particular case, or; (b) 5.000 Euro. In any event, a claim will lapse if Connect Flow has not received written notice thereof within one year after the discovery of an event or circumstance that gives or may give rise to a claim.

10 CONTRADICTORY CLAUSES
If these general terms and conditions and the written Engagement contain conflicting conditions, the conditions of the written Engagement shall prevail. Deviation from these general terms and conditions can be agreed only in the written agreement in which we undertake to provide services to you. 

11 APPLICABLE LAW AND JURISDICTION 
11.1. All Engagements contracted between the parties and the negotiations of these Engagements shall be governed by the laws of the Netherlands. 
11.2. All disputes arising from or in connection with the Engagements shall be submitted to the exclusive jurisdiction of, and shall be exclusively decided by, the competent court in Leiden, without prejudice to the right of appeal and appeal to the Supreme Court. In addition, Connect Flow has the right to make an application to the District Court in the Client’s place of business.